X0203 3 2010-10-18 0 0001496623 NetSpend Holdings, Inc. NTSP 0001503241 Rodriguez Frank J C/O JLL PARTNERS, INC. 450 LEXINGTON AVE., 31ST FLOOR NEW YORK NY 10017 1 0 1 0 Common Stock 16906100 I See Note Class B Common Stock Common Stock 10489466 I See Note Represents shares directly owned by Skylight Holdings I, LLC. Each share of Class B Common Stock automatically converts into one share of common stock upon the occurrence of certain events described in the Third Amended and Restated Certificate of Incorporation of NetSpend Holdings, Inc. Skylight Holdings I, LLC is controlled by JLL Partners Fund IV, L.P. and JLL Partners Fund V, L.P. (the "JLL Funds"). Mr. Rodriguez is an affiliate of the JLL Funds and may be deemed to be the beneficial owner of the shares held by Skylight Holdings I, LLC. Mr. Rodriguez disclaims beneficial ownership of any securities (except to the extent of his pecuniary interest in such securities), and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose. /s/ Francisco Rodriguez 2010-10-18